Parent Directors and Officers. Unless otherwise agreed by Parent and the Company in writing prior to the Effective Time, the Parties shall take all necessary action to cause: (i) the Parent Board effective as of the Effective Time to be comprised of the individuals as set forth in Section 6.19 and (ii) the individuals as set forth in Section 6.19 to be appointed as the officers of Parent, each to hold office in accordance with the Organizational Documents of Parent until the earlier of his or her death, resignation, disqualification or removal or until their respective successors are duly elected or appointed and qualified.
Parent Directors and Officers. Parent shall have complied with its obligations under Section 5.9 hereof, and each of the directors and offices of Parent shall have submitted to Parent his or her resignation in such capacity to be effective as of the Effective Time.
Parent Directors and Officers. Simultaneously with the Closing, Parent shall cause the Director Nominees (as hereinafter defined) to be appointed as members of the boards of directors of Parent and its corporation Subsidiaries by the existing members of the boards of directors of Parent and its Subsidiaries (to the extent that they are not already serving in such capacity). Each Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of shareholders following the Closing Date and until his successor is elected and qualified, provided that Parent shall use its best efforts to cause Parent’s board of directors to re-nominate each Director Nominee as a director for election at Parent’s annual meeting of stockholders for each of 2010 and 2011, subject to any limitations imposed by applicable Law or the rules of the Eligible Market or such other exchange on which Parent’s securities are then traded. Parent shall take such action as may be required to cause the number of directors constituting the Parent board of directors immediately after the Effective Time to be seven. “Director Nominees” means four persons designated by Xxxxxxxx Xxxxx, and who shall initially be Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxx Xx and Xxxx Xxxxxxx, two persons designated by OPKO Health, Inc. (“OPKO”), who shall initially be Xxxxx Xxxxxxxx and Xxxxx Xxxxxxx, and one person designated by Parent, who shall initially be Xxxxxx Xxxxxxxx. Two of Sorrento’s designees, one of OPKO’s designees and the Parent designee shall be “independent” under the rules of the NYSE Amex, whether or not the Surviving Company is then listed thereon and applicable securities Laws. The directors of the Surviving Company shall be as set forth in the Surviving Company’s Amended Charter Documents. At the Effective Time, Xxxxxxxx Xxxxx shall become the Chief Executive Officer of Parent and the Surviving Company and Xxxxx Xx shall become the Chief Scientific Officer of Parent and the Surviving Company.
Parent Directors and Officers. On or prior to the Effective Time, the board of directors of Parent shall take such actions as are necessary to cause the board of directors of Parent immediately following the Effective Time to include one individual currently serving as a member of the board of directors of Company mutually selected by Parent and Company prior to the Closing (such individual, the “Continuing Director”). Subject to applicable Law, following the Effective Time, the board of directors of Parent shall take such actions as may be required to cause the Continuing Director to be nominated to stand for election at each annual meeting of the stockholders of Parent occurring during the three-year period beginning with the Effective Time. On or prior to the Effective Time, the board of directors of Parent shall take such actions as are necessary to cause Xx. Xxxxxx Xxxxxx to be elected or appointed as President of Parent.
Parent Directors and Officers. As of the Effective Time:
(i) the Board of Directors of Parent shall consist of not more than six directors; and
(ii) Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxxx, and Xxxxx X. Xxxxxx shall have resigned from the Board of Directors of Parent and Xxxxx Xxxx and Xxxxx Xxxxxxxx shall have been duly appointed to the Board of Directors of Parent.
Parent Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Parent Merger Sub at the Effective Time will be the directors of the Parent Surviving Entity, and (b) the officers of the Parent Merger Sub at the Effective Time will be the officers of the Parent Surviving Entity.
Parent Directors and Officers. (a) The Parent’s Board of Directors shall adopt resolutions that will provide that following the Effective Time of the Merger and any applicable waiting period imposed by Rule 14(f)-1 promulgated under the Exchange Act, (i) the Parent’s Board of Directors will be comprised of four members, (ii) Xxxxxxx X. Xxxxxxxxxxxx shall remain on the Board of Directors and each other director of the Parent shall resign, (iii) Xxxxx Xxxxx, Xxxxxxx Xxxxx, and Xxxxx Xxxx shall be appointed to the Parent Board of Directors, and (iv) Xxxxx Xxxxx shall be appointed Chairman. The Parent shall secure the resignations of any director that is to step down, effective as of the Effective Time. The Parent shall issue the required notice to its stockholders under Rule 14(f)-1, promptly following the Effective Time.
(b) The Parent’s Board of Directors shall adopt resolutions appointing the following persons to be the officers of the Parent effective as of the Effective Time:
(i) Xxxxx Xxxxx: Chief Executive Officer and President
(ii) Xxxxxxx X. Xxxx: Chief Financial Officer
(iii) Fatih Uckun: Chief Medical Officer
(iv) Xxxxxxx X. Xxxx: Secretary Each such officer shall hold office, subject to the provisions of the Parent Certificate of Incorporation and Bylaws, until his successor shall have been elected and qualified.
(c) Immediately prior to the Effective Time, Xxxxxxx X. Xxxxxxxxxxxx shall resign from the office of Chief Executive Officer and will voluntarily terminate his employment with the Company.
Parent Directors and Officers. Parent shall take such action, including amending its bylaws, if necessary, as may be required to increase the authorized number of directors to eight (8) effective upon the Closing and to cause the appointment of the following as directors, effective upon the Closing: Xxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxxxx, Xxxxx Xxxxxxxx, and Xxxxx Xxxxxxx to hold board seats as set forth in Schedule 5.6. Prior to Closing, Parent shall obtain the resignations of its then current board members, such resignations to be effective upon closing. Parent shall take such action as may be required to appoint one of Messrs. Xxxxxxxxx, Pfenniger or Krasno to each committee of Parent’s board, subject to the approval of the Parent Representative, which shall not be unreasonably withheld. Parent shall also take such action as may be required to cause the officers set forth in Schedule 5.6 to be appointed to the offices opposite their names thereon effective immediately after the Closing Date, such officers to serve until their successors are duly elected and qualified or until their earlier death, removal or resignation.
Parent Directors and Officers. Directors: Xxxxxxx Xxxxx, Chairman Xxxxxx Xxxxxxx, Vice Chairman Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Officers: Xxxxxx Xxxxxx, President and Chief Executive Officer Sub Directors and Officers: Director: Xxxxxxx Xxxxx Officers: Xxxxxxx Xxxxx, President and Secretary 7.1 Loan Obligations. Defined Terms.
Parent Directors and Officers. Schedule 5.8, annexed hereto, contains the names and titles of all directors and officers of Parent as of the date of this Merger Agreement.
